*Will Smith’s sequel “Men in Black 3” debuted as the No. 1 movie over Memorial Day weekend with $55 million domestically from Friday to Sunday.

That bumps Disney’s “The Avengers” into second-place after three weekends on top. “The Avengers” took in $37 million over the three days to push its domestic total to $514 million and become only the fourth movie ever to top half a billion dollars.

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Universal’s “Battleship” was No. 3 in its second weekend with $10.8 million, raising its domestic earnings to $44.3 million. Paramount’s comedy “The Dictator” took in $9.6 million to finish fourth in its second weekend and lift its total to $41.5 million.

The Warner Bros. horror tale “Chernobyl Diaries” opened at No. 5 with $8 million.

“Men in Black 3” launched with a bit more cash than its two previous movies, which both had opening weekends of just above $50 million.

But the original “Men in Black” debuted in 1997 and “Men in Black II” premiered in 2002, when admission prices were much lower than today’s. That means “Men in Black 3” sold fewer tickets than the previous installments.

“Men in Black 3” reunites Smith’s Agent J and Tommy Lee Jones’ Agent K as they battle a new alien menace that travels four decades back in time to do away with the younger Agent K (Josh Brolin).

In the below clip, Agent K and O (Alice Eve) interact with Agent J (Will Smith) after his journey through time.